TIDMGRL

RNS Number : 8813P

Goldstone Resources Ltd

23 June 2022

23 June 2022

GOLDSTONE RESOURCES LIMITED

("GoldStone" or the "Company")

Exercise of Warrants and Issue of Shares

Extension of Warrant Exercise Period

GoldStone Resources Limited (AIM: GRL) is pleased to announce an exercise of, in aggregate, 14,000,000 warrants to subscribe for new ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares") at a price of 3 pence per Ordinary Share (the "Warrant Exercise"). The Warrant Exercise provides GBP420,000 of additional funding to the Company.

The 14,000,000 new Ordinary Shares to be issued to pursuant to the Warrant Exercise will rank pari passu with the existing Ordinary Shares and application will be made for the new Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the new Ordinary Shares will commence at 8.00 a.m. on or around 28 June 2022.

Nguvu Holdings Limited (formerly known as BCM Investments Limited) ("Nguvu") gave notice to the Company in late May 2022 of its intention to exercise 6,000,000 of the 12,000,000 warrants it held to subscribe for Ordinary Shares at a price of 3 pence per Ordinary Share (the "Nguvu Warrants"), but Nguvu was unable to provide a signed notice of exercise before the Company entered into a close period pending publication of the annual report and accounts of the Company for the year ended 31 December 2021. As Angela List, a director of the Company, is a director of and shareholder in Nguvu, the Nguvu Warrants, which had an expiry date of 22 June 2022, could not be exercised during this close period. Accordingly, the Board of the Company resolved to extend the exercise period of the Nguvu Warrants by two weeks, to expire at midnight on 6 July 2022 (the "Warrant Extension"). If the Nguvu Warrants are exercised, in whole or in part, during such extended period, a further announcement will be made. The remaining 6 million Warrants held by Nguvu expired at midnight on 22 June 2022.

Related Party Transaction

Nguvu holds 50,000,000 Ordinary Shares in the Company . Angela List is a director of the Company and a director of and shareholder in Nguvu. Accordingly, the Warrant Extension, as detailed above, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The Board of Goldstone (excluding Mrs Angela List) considers, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms and conditions of the Warrant Extension are fair and reasonable insofar as the shareholders of the Company are concerned.

Total Voting Rights

Upon Admission, the Company's issued ordinary share capital will consist of 473,033,996 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 473,033,996. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information, please contact:

 
 GoldStone Resources Limited 
 Bill Trew / Emma Priestley       Tel: +44 (0)1534 487 757 
 
 Strand Hanson Limited 
 James Dance / James Bellman      Tel: +44 (0)20 7409 3494 
 
 S. P. Angel Corporate Finance 
  LLP 
 Ewan Leggat / Charlie Bouverat   Tel: +44 (0)20 3470 0501 
 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

About GoldStone Resources Limited

GoldStone Resources Limited (AIM: GRL) is an AIM quoted gold exploration and development company.

The Company is focused on developing the Akrokeri-Homase project in south-western Ghana, which hosts a JORC Code compliant 602,000 oz gold resource at an average grade of 1.77 g/t. The existing resource is confined to a 4km zone of the Homase Trend, including Homase North, Homase Pit and Homase South.

The project hosts two former mines, the Akrokeri Ashanti Mine Ltd, which produced 75,000 oz gold at 24 g/t recovered grade in the early 1900s, and the Homase Pit which AngloGold Ashanti developed in 2002/03 producing 52,500 oz gold at 2.5 g/t recovered. It is the Company's intention to build a portfolio of high-quality gold projects in Ghana, with a particular focus on the highly prospective Ashanti Gold Belt.

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